Securities code: Shenzhen Xfh Technology Co.Ltd(300890) stock abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Shenzhen Xfh Technology Co.Ltd(300890)
Shenzhen XFH Technology Co., Ltd
(unit J, 20 / F, block C, building 9, Baoneng Science Park, No. 1, Qingxiang Road, Longhua street, Longhua new area, Shenzhen)
In 2022, a summary procedure was applied to specific objects
Stock issuance plan
March, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the plan.
2. After the issuance of shares to specific objects in a simple procedure, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects through summary procedures.
3. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects this time. The effectiveness and completion of the matters related to the issuance of shares to specific objects through simple procedures described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1、 The issues related to the issuance of shares to specific objects through summary procedures have been deliberated and adopted at the 13th meeting of the second board of directors of the company.
2、 This release is targeted at specific objects, with no more than 35 specific objects. All investors subscribe for the shares issued by the company in cash.
3、 The total amount of funds raised in this offering shall not exceed 220 million yuan (including this amount), no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year; The net amount of the raised funds after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name estimated total investment amount proposed to use raised funds
30000 ton high-end graphite anode material 54815401450000 production base construction project
R & D center construction project 1347295750000
Total 68288352200000
If the actual net amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the project, the insufficient part of raised funds shall be raised by the company itself. Before the raised funds are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them according to the procedures specified in relevant laws and regulations after the raised funds are in place.
4、 The pricing benchmark date of this issuance is the first day of the issuance period of the company's shares, and the issuance price shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
5、 The number of shares issued this time shall not exceed 30 million (including this number), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of shares issued shall be determined by the board of directors authorized by the annual general meeting of shareholders through negotiation with the lead underwriter of this issuance according to specific circumstances.
If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the registration approval document of the CSRC on this issuance.
6、 The shares issued to specific objects through summary procedures shall not be transferred within 6 months from the date of the end of this issuance. After the end of this offering, the company's shares increased due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
7、 The company has always implemented the cash dividend policy in strict accordance with the cash dividend policy in the articles of association and the resolution of the general meeting of shareholders on the profit distribution plan. In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other regulations, the profit distribution policy, especially the formulation and implementation of cash dividend policy, the amount and proportion of cash dividends in the last three years See "section IV profit distribution policy and implementation of the company" in this plan for the planning of shareholders' dividend return in the next three years (20222024).
8、 After the issuance, the undistributed profits accumulated before the issuance will be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
IX According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents, the company has formulated the measures to fill the diluted immediate return after the issuance of shares, and the controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the measures to fill the return, For relevant measures and commitments, please refer to "section V statement and commitments of the board of directors" of the plan.
At the same time, the company specially reminds investors that the formulation of filling return measures does not guarantee the company's future profits.
10、 This offering will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company's equity distribution not meeting the listing conditions.
11、 In particular, investors are reminded to carefully read the relevant contents of "VI. risk statement related to this issuance" in "section III discussion and analysis of the board of directors on the impact of this issuance on the company" of this plan, and pay attention to investment risks.
catalogue
The company declares that 1 important note 2 catalog 5 interpretation seven
1、 Common terms seven
2、 Technical terms Section 1 Summary of the stock issuance plan nine
1、 Basic information of the company nine
2、 Background and purpose of this stock issuance nine
3、 Issuing object and its relationship with the company twelve
4、 Summary of this offering plan twelve
5、 Whether this issuance constitutes a connected transaction fifteen
6、 Does this issuance lead to changes in the company's control 15 VII. Whether the implementation of the stock issuance plan may lead to the equity distribution not meeting the listing conditions sixteen
8、 The approval procedure for this issuance Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 The use plan of the raised funds seventeen
2、 The necessity and feasibility of the project invested by the raised funds seventeen
3、 The impact of this issuance on the operation, management and financial status of the company Section III discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. Changes in the company's business, articles of association, shareholder structure and senior management structure after the issuance
situation...... twenty-seven
2、 Changes in the company's financial position after this offering 27 III. business relationship, management relationship and related party transactions between the listed company and the controlling shareholders and their related parties
And horizontal competition 28 IV. after the issuance, whether the company's funds and assets are occupied by major shareholders and their affiliates
Or the company provides guarantee for its affiliates twenty-eight
5、 The impact of this issuance on the company's liabilities twenty-eight
6、 Risk description related to this issuance Section IV profit distribution policy and implementation of the company thirty-six
1、 Profit distribution policy in the articles of Association thirty-six
2、 Use of cash dividends and undistributed profits of the company in the last three years forty
3、 Shareholder dividend return planning for the next three years Section V statements and commitments of the board of Directors 46 I. The board of directors' announcement on whether there are other equity financing plans in the next 12 months other than this offering
Ming 46 II. Relevant commitments of the board of directors on diluting the immediate return of this issuance and specific measures to realize the return
...... forty-six
interpretation
1、 In general terms, the company, the issuer, refers to Shenzhen Xfh Technology Co.Ltd(300890) joint stock company, Shenzhen Xfh Technology Co.Ltd(300890) this issuance, and this issuance in summary refers to Shenzhen Xfh Technology Co.Ltd(300890) this issuance of A-Shares to specific objects (including 35) with no more than 35 names in summary procedure
Plan. This plan refers to the issuance of shares to specific objects through simple procedures in Shenzhen Xfh Technology Co.Ltd(300890) 2022
Fujian Shenzhen Xfh Technology Co.Ltd(300890) refers to Fujian Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd
Byd Company Limited(002594) refers to Byd Company Limited(002594) and its subsidiaries.
Samsung SDI refers to Samsung SDI Co., Ltd. and Samsung SDI (Hong Kong) Limited
Catl / Contemporary Amperex Technology Co.Limited(300750) refers to Contemporary Amperex Technology Co.Limited(300750)
LG new energy refers to LG Chem Co., Ltd. and aierji new energy (Nanjing) Co., Ltd
The controlling shareholders and actual controllers refer to Zhou Pengwei and Zhong Yinghao's general meeting of shareholders, the company's shareholders refer to Shenzhen Xfh Technology Co.Ltd(300890) the board of directors of the general meeting of shareholders, the company's board of directors refer to Shenzhen Xfh Technology Co.Ltd(300890) the board of directors and the board of supervisors of the company refer to Shenzhen Xfh Technology Co.Ltd(300890) the board of supervisors, the CSRC and the CSRC refer to the China Securities Regulatory Commission
The pricing base date refers to the first day of the issuance period of this issuance
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration institution, registration and clearing machine refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. the sponsor (lead underwriter) refers to Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
Lawyer of the issuer refers to Beijing Zhonglun law firm
Zhonghua certified public accountants and reporting accountants refer to Zhonghua Certified Public Accountants (special general partnership)
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
Articles of association refers to Shenzhen Xfh Technology Co.Ltd(300890) articles of association
A share refers to the RMB ordinary shares with a par value of 1.00 yuan per share issued this time
In recent three years, the reporting period refers to 2019, 2020 and 2021
The most recent year refers to 2021
Yuan means RMB yuan
2、 Technical terms
It's a kind of
